What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-31 compared with 2025-04-15 · 50 added, 30 removed, 176 unchanged (31% of the section changed)

6 unchanged sentences

In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

(b) Management’s Annual Report on Internal Control over Financial Reporting

(b) Changes in Internal Control over Financial Reporting

During the quarterly period as of the end of the period covered by this report, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

2 unchanged sentences

Based on the assessment by management, it was determined that the Company’s internal control over financial reporting was not effective due to the material weakness described below.

We did not design and maintain effective controls over the accounting for the Company’s business combination with Estrella.

This included lack of appropriate oversight of third-party valuation specialists and insufficient design and implementation of controls over the completeness and accuracy of data and certain assumptions used in the valuation of intangible assets.

We also did not maintain sufficiently competent resources with an appropriate level of accounting knowledge and experience commensurate with the accounting for business combinations.

We did not design and maintain effective controls over the accounting for the Company’s business combination with Estrella, along with subsequent accounting considerations.

We also did not maintain sufficiently competent resources with an appropriate level of accounting knowledge and experience commensurate with the accounting for business combinations and subsequent accounting considerations.

Remediation Plan for Material Weakness

Management, with the oversight of the Audit Committee, is currently taking actions to remediate the material weakness and is designing and will implement additional processes and controls to address the underlying causes associated with the material weakness described above.

We have begun the process to remediate the material weakness and will continue our efforts through fiscal 2025.

The Company began remediation efforts to address the material weakness and continued those efforts throughout the year ended December 31, 2025.

The remediation efforts include:

8 unchanged sentences

If we are unable to assert that our internal control over financial reporting is effective, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could be adversely affected, and we could become subject to litigation or investigations by Nasdaq, the SEC, or other regulatory authorities, which could require additional financial and management resources.

While these changes are intended to improve the Company’s internal control over financial reporting and are reasonably likely to materially affect such controls, the material weakness described above was not fully remediated as of December 31, 2025.

The additional controls and procedures have not yet operated for a sufficient period of time for management to conclude, through testing, that they are effective.

Other than the changes described above, there were no additional changes in the Company’s internal control over financial reporting during the fourth quarter that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.

1 unchanged sentence

OTHER INFORMATION

None of the Company's directors and officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non

Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the Company's fiscal quarter ended December 31, 2024.

None of the Company's directors and officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the Company's fiscal quarter ended December 31, 2025, except as described below.

During the fourth quarter of fiscal year 2025, the Company reported that Andrew Glaze , Director , adopted a Rule 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934 (the “Plan”).

The Plan was adopted on November 17, 2025 .

The trading plan provides for the potential sale of up to 171,205 shares of the Company’s common stock.

Sales may commence beginning 90 days after adoption and may occur over multiple designated sale periods.

Any shares not sold during a designated sale period will not be eligible for sale in any subsequent sale period.

The plan will terminate upon the earlier of the completion of all authorized sales or its expiration or termination in accordance with its terms.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

30 unchanged sentences

Equity Compensation Plans

Not Approved by Security Holders — — —

Approved by Security Holders — — 5,000,000

Total 486,717 $ 0.77 5,455,275

2 unchanged sentences

PRINCIPAL ACCOUNTING FEES AND SERVICES

Our independent registered public accounting firm is Ernst & Young LLP , Indianapolis, IN , PCAOB ID 42 .

Our independent registered public accounting firm is Deloitte & Touche LLP, Charlotte, NC, PCAOB ID 34 .

The information required by this item is incorporated by reference from the section entitled “Matters Relating to Independent Registered Public Accountants” in the proxy statement for the Annual Meeting of Shareholders expected to be filed within 120 days after the end of the fiscal year to which this report applies.

13 unchanged sentences

8-K 2.1 4/18/2024

2.2 Equity Purchase Agreement, by and among MediaCo Operations LLC, MediaCo Holding Inc., and the Grantor Parties party thereto, dated February 7, 2025.

3.1 Amended and Restated Articles of Incorporation of MediaCo Holding Inc., as amended.

25 unchanged sentences

8-K 10.3 4/18/2024

10.7 S hare holders Agreement by and among MediaCo Holding Inc., SLF LBI Aggregator, LLC, and SG Broadcasting LLC, dated April 17, 2024.

8-K 10.4 4/18/2024

Incorporated by Reference

2 unchanged sentences

Ending Exhibit Filing

10.7 Shareholders Agreement by and among MediaCo Holding Inc., SLF LBI Aggregator, LLC, and SG Broadcasting LLC, dated April 17, 2024.

8-K 10.4 4/18/2024

10.8 Registration Rights Agreement by and among MediaCo Holding Inc., SG Broadcasting LLC, and SLF LBI Aggregator, LLC, dated April 17, 2024.

16 unchanged sentences

8-K 10.1 10/30/2024

10.17† MediaCo Holding Inc.

2025 Equity Compensation Plan

Definitive Proxy Ex.

10.18† Employment Agreement between MediaCo Holding Inc.

and Albert Rodriguez, dated November, 21, 2025.

10.19† Employment Agreement between MediaCo Holding Inc.

and Debra DeFelice, dated November, 21, 2025.

19 Amended and Restated Securities Trading Policy .

10-K 12/31/2024 19 4/15/2025

21 Subsidiaries of MediaCo Holding Inc.

23 Consent of Independent Registered Public Accounting Firm

23.1 Consent of Independent Registered Public Accounting Firm - Deloitte & Touche LLP

23.2 Consent of Independent Registered Public Accounting Firm - Ernst & Young LLP

31.1 Certification of Principal Executive Officer of MediaCo Holding Inc.

2 unchanged sentences

pursuant to Rule 13a-14(a) under the Exchange Act

Incorporated by Reference

Number Exhibit Description Filed

Herewith Form Period

Ending Exhibit Filing

32.1 Certification of Principal Executive Officer of MediaCo Holding Inc.

9 unchanged sentences

101.SCH Inline XBRL Taxonomy Extension Schema Document X

Incorporated by Reference

Number Exhibit Description Filed

Herewith Form Period

Ending Exhibit Filing

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X

10 unchanged sentences

MEDIACO HOLDING INC.

April 15, 2025

March 31, 2026

/s/ Alberto Rodriguez

Alberto Rodriguez

Interim Chief Executive Officer and President

Chief Executive Officer and President

(Principal Executive Officer)

1 unchanged sentence

SIGNATURE TITLE

April 15, 2025

/s/ Alberto Rodriquez Interim Chief Executive Officer and President

March 31, 2026

/s/ Alberto Rodriquez Chief Executive Officer and President

Alberto Rodriguez (Principal Executive Officer)

April 15, 2025

/s/ Debra DeFelice Chief Financial Officer and Treasurer

March 31, 2026

/s/ Debra DeFelice Executive Vice President, Chief Financial Officer and Treasurer

Debra DeFelice (Principal Financial Officer and Principal Accounting Officer)

April 15, 2025

March 31, 2026

/s/ Jacqueline Hernández Director

Jacqueline Hernández

April 15, 2025

March 31, 2026

/s/ Colbert Cannon Director

Colbert Cannon

April 15, 2025

March 31, 2026

/s/ Andrew P.

Glaze Director

April 15, 2025

March 31, 2026

/s/ Robert L.

Greene Director

April 15, 2025

March 31, 2026

/s/ Mary Beth McAdaragh Riggio Director

Mary Beth McAdaragh Riggio

April 15, 2025

March 31, 2026

/s/ Deborah McDermott Director

Deborah McDermott

April 15, 2025

March 31, 2026

/s/ Brett Pertuz Director

April 15, 2025

March 31, 2026

/s/ Amit Thakrar Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures